8-K 1 a5317707.txt FAIR ISAAC CORPORATION 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 24, 2007 -------------------------------- FAIR ISAAC CORPORATION ---------------------- (Exact name of registrant as specified in its charter) Delaware 0-16439 94-1499887 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 901 Marquette Avenue, Suite 3200 Minneapolis, Minnesota 55402-3232 ---------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 612-758-5200 ---------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ TABLE OF CONTENTS Item 2.02. Results of Operations and Financial Condition. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. Item 9.01. Financial Statements and Exhibits. Signature Exhibit Index Exhibit 99.1 i Item 2.02. Results of Operations and Financial Condition. On January 24, 2007, Fair Isaac Corporation (the "Company") reported its financial results for the quarter ended December 31, 2006. See the Company's press release dated January 24, 2007, which is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 2.02. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. (d) On January 24, 2007, Andrew Cecere resigned from the Board of Directors of the Company and the committees on which he served in order to devote more time in his new role at U.S. Bancorp. Mr. Cecere, who has been a board member since April 2004, was recently named vice chairman and chief financial officer of U.S. Bancorp, where he had previously served as vice chairman of wealth management. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description ------- ----------- 99.1 Press Release dated January 24, 2007 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FAIR ISAAC CORPORATION By /s/ Charles M. Osborne --------------------------------------- Charles M. Osborne Interim Chief Executive Officer, Vice President, Chief Financial Officer Date: January 24, 2007 2 EXHIBIT INDEX Exhibit No. Description Manner of Filing ----------- ----------- ---------------- 99.1 Press Release dated January 24, 2007 Filed Electronically